Independent
Tenure on this board
0.2 yrs
Also a director at
Eastman Kodak Co (KODK)
Meeting calendar
FISI · Annual meeting · Wednesday, May 20, 2026
Financial Institutions Inc
5 nominees · 3 ballot items.
Election of five directors; advisory approval of named executive officer compensation (Say-on-Pay); ratification of RSM US LLP as independent registered public accounting firm; and transacting other business as may properly come before the meeting.
Market cap
$774M
1Y TSR
+49.9%
Board grade
B-
Record date
Mar 23, 2026
Filing
DEF 14A
Meeting concluded · May 20, 2026
Follow how the vote landed and what changed on Financial Institutions Inc’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
Proposals
On the ballot3
- 1
Election of Directors
ManagementBoard: FORElect five director nominees (David P. Bovenzi, Andrew W. Dorn, Jr., Steven C. Finch, Robert M. Glaser, Susan R. Holliday) to serve until 2029.
- 2
Advisory Vote to Approve the Compensation of Our Named Executive Officers (Say-on-Pay
ManagementBoard: FORNon-binding advisory vote to approve, on an annual basis, the compensation of the company's named executive officers as disclosed in the proxy statement.
More detail
The management proposal requests shareholder ratification, on a non-binding advisory basis, of the Company’s 2025 named executive officer compensation as disclosed in the proxy statement, including the Compensation Discussion and Analysis and related tables. Management frames the program as pay-for-performance with a mix of base salary, annual cash incentives (EIP) tied to PPNI, loan growth, deposit growth excluding BaaS, and net charge-off ratio, and long-term incentives (RSUs and PSUs) tied to ROAA and Relative ROAE; gateway capital requirements and individual performance scorecards apply. Management is seeking endorsement to validate its compensation design and to retain market-competitive pay practices; the Board recommends FOR, citing alignment with shareholder interests, use of independent consultants, clawback policies, stock ownership guidelines, and recent shareholder outreach. The vote is advisory and non-binding but will be considered by the MD&C Committee in future compensation decisions; the proxy discloses recent adjustments (e.g., supplemental RSUs after 2024 investment securities restructuring) and notes responses to shareholder feedback, including metric changes proposed for 2026 (TCBV replacing Relative ROAE). The Board’s justification rests on improved 2025 financial performance, rigorous governance, and compensation features intended to mitigate excessive risk-taking.
- 3
Ratification of Appointment of RSM US LLP as Independent Registered Public Accounting Firm for 2026
ManagementBoard: FORRatify the selection of RSM US LLP as the Company's independent registered public accounting firm for 2026.
Director elections
Nominees on the ballot5
Independent
Tenure on this board
12.2 yrs
Independent
Tenure on this board
0.2 yrs
Also a director at
National Fuel Gas Co (NFG)Allient Inc (ALNT)
Independent
Tenure on this board
12.2 yrs
Independent
Tenure on this board
24.5 yrs
Also a director at
Hippo Holdings Inc (HIPO)
Ownership
Latest 13F quarterTop institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PL Capital Advisors, LLC | 9.2% | 1,816,102 | $58M |
| 2 | ADAGE CAPITAL PARTNERS GP, L.L.C. | 4.8% | 948,441 | $30M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 4.7% | 917,512 | $29M |
| 4 | WELLINGTON MANAGEMENT GROUP LLP | 4.3% | 837,514 | $27M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 835,538 | $26M |
| 6 | BlackRock, Inc. | 3.7% | 736,647 | $23M |
| 7 | BlackRock, Inc. | 3.1% | 602,976 | $19M |
| 8 | STATE STREET CORP | 2.9% | 579,119 | $19M |
| 9 | ACADIAN ASSET MANAGEMENT LLC | 2.8% | 554,604 | $18M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.5% | 499,656 | $16M |
Peers
Nearest market capOther Financial Services sector meetings6
Upcoming shareholder meetings at Financial Institutions Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.
Gladstone Investment CorporationGAIN
Annual meeting·Aug 6, 2026·$659M
Greenlight Capital Re LtdGLRE
Annual meeting·Jul 28, 2026·$566M
Bit Digital IncBTBT
Annual meeting·Jul 29, 2026·$489M
Kingstone Companies IncKINS
Annual meeting·Aug 5, 2026·$291M
Oportun Financial CorpOPRT
Annual meeting·Aug 11, 2026·$274M
Capital Southwest CorpCSWC
Annual meeting·Jul 22, 2026·$1.5B
Reference
Frequently asked questions
- When is the Financial Institutions Inc 2026 annual meeting?
- Financial Institutions Inc (FISI) holds its 2026 annual shareholder meeting on Wednesday, May 20, 2026.
- What is the record date for the Financial Institutions Inc 2026 meeting?
- The record date for the Financial Institutions Inc 2026 meeting is Monday, March 23, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Financial Institutions Inc's 2026 meeting?
- The board is presenting 5 director nominees at the Financial Institutions Inc 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Financial Institutions Inc 2026 meeting?
- Shareholders will vote on 3 proposals at the Financial Institutions Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
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